Wendy's International, Inc. 425
Filed by Wendys International, Inc.
Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934, as amended
Subject Company: Wendys International, Inc.
Commission File No: 1-08116
On
July 18, 2008, the following memorandum was posted on Wendys internal portal accessible by all
of Wendys employees and franchisees.
TO: |
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Wendys Employees |
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FROM: |
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Kerrii Anderson, CEO & President |
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DATE: |
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July 18, 2008 |
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RE: |
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Merger Integration Update |
We continue to make good progress on the many activities that will support the success of the
planned merger between Wendys and Triarc/Arbys (Arbys). In this update, I will share highlights
of the work under way and an overview of recent accomplishments.
Future
of the Wendys/Arbys Group, Inc.
First, let me say that I know many people are anticipating decisions regarding the future of the
Wendys/Arbys Group, Inc. We are working together to build a shared understanding of the current
state of the respective Wendys and Arbys organizations. Were also working to clarify a
compelling vision for the future and make the organization structure and staffing decisions for the
future company.
Part of this work is a Current State Analysis that Arbys is developing with help from
consultants at KPMG. This work is finishing up now and it documents the current roles,
responsibilities and major processes in both organizations. KPMG conducted 93 Discovery Meetings
with members of Wendys and Arbys management teams and
reviewed hundreds of documents.
Thanks to everyone involved for your extraordinary effort to fulfill the requests for information
in a very short timeframe. The fact that we have been able to complete the interviews and data
collection in a few short weeks is a testament to the tremendous expertise and focus in both
organizations.
The Current State Analysis will form the foundation for the new organizational structure for the
Wendys/Arbys Group. It is expected that this analytical work will take approximately six weeks
to complete. Once the organization design is approved by Triarc, we
will share it with management and employees.
Decisions with regard to the location of jobs, the timing of any movement of jobs, and the process
for placing internal candidates into jobs that may be new or open will be shared with you as well.
We know that everyone is anxious to know this information as quickly as possible. KPMG and the
Integration Steering Committee are working diligently with that in mind, while still ensuring the
due diligence and care required to align resources with the opportunities ahead for the
Wendys/Arbys Group and the two brands.
Two independent brands Wendys in Dublin and Arbys in Atlanta
Triarcs overall approach to the organization concept has not changed. There will continue to be two
independent and robust brand organizations one for Wendys in Dublin, and one for Arbys in
Atlanta each focused on building on the heritage and strengths of their unique brands. As
Roland Smith has said, a corporate office in Atlanta will be created with shared services that will
support both brand organizations.
Preparing for Day 1 after the merger is closed
We will share more details and timing information about the joint
Wendys/Arbys proxy statement,
filing with the Securities & Exchange Commission and shareholders meeting when they are available.
The joint proxy statement and amendments are available on
www.wendys-invest.com under the SEC filings tab.
Great care is being taken to ensure that the company is ready for Day 1 after the closing of the
merger, which we believe will occur in the second half of the year. A Day 1 readiness plan has
been developed and is being tracked. Hundreds of tasks on the plan are expected to be completed by
members of both Wendys and Arbys Finance, Tax, Accounting, Human Resources, IT and Corporate
Affairs departments critical functions that will need to operate within new corporate regulatory
and security frameworks beginning with Wendys/Arbys Groups first day of operations.
Integration Steering Committee providing oversight on merger process
Overseeing all of these activities is the Integration Steering Committee, comprised of members from
both Wendys and Arbys. The current committee members are listed at the end of this message. The
role of the Integration Steering Committee is to provide input, direction and approvals on key
integration activities. The frequency of meetings is ramping up as our integration work is gaining
momentum.
Based on feedback from employees, the frequency of communication is also going to ramp up. While we
may not always have a lot to report since many activities are in progress, I am committed to
regular updates on the process and ensuring you have a central reference point for information on
the merger on an ongoing basis. Expect more from us on that front in the coming weeks.
Roland Smith continues to meet with Wendys leaders and franchisees
On the topic of communication, Roland continues to reach out to both Wendys franchisees and
employees to learn more about our brand. Since the Lobby Event in May where Roland was introduced
to the Wendys organization, he has had several meetings with the senior leadership team, met
directly with most of my direct reports and connected with field operation leaders.
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He has
also met with the leadership and members of WNAP, WCAP and FAC,
conducted in-person meetings with over 30 franchisees and spoken with
franchisees who represent over 1,500 franchised restaurants.
During the
week of July 7, Roland spent six days in both company and
franchised Wendys stores learning operations,
meeting restaurant employees and building a deeper front line perspective of the rich
opportunities for the Wendys brand. Well look for opportunities to share his learning with you
in future communications.
Send in your questions
We look forward to hearing from you. Please share your views, ask your questions and seek
clarification on any issues. Send an email to
WendysTriarcQuestionBox@Wendys.com and well use
your input to update our Questions and Answers on WeNet.
Thank you for your ongoing support and focus on the business and our customers.
Integration Steering Committee
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NAME
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TITLE
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FIRM |
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Brendan Foley
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SVP, General Controller and Assistant Secretary
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Wendys |
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Clete McGinty
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SVP of HR and Employment Litigation
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Arbys |
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Dan Shaughnessy
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Consultant
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KPMG |
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David Pipes
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SVP of Financial Services
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Arbys |
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John Barker
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SVP of Corporate Affairs and Investor Relations
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Wendys |
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John Gray
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SVP of Corporate Communications
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Arbys |
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Karen Ickes
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SVP of Total Rewards & Interim SVP Corporate HR
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Wendys |
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Michael Lippert
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SVP of Company Operations
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Arbys |
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Nils Okeson
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General Counsel
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Arbys |
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Pam Jenkins
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VP, Internal Audit
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Arbys |
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Sharron Barton
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Chief Administrative Officer
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Arbys |
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Steve Farrar
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Chief of North America Operations
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Wendys |
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Steve Hare
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Chief Financial Officer
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Arbys |
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Steve Sullivan
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Consultant
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KPMG |
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Wade Eckman
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Consultant
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KPMG |
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Wendy Henderson
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SVP of Risk Mgmt, Compensation, and Benefits
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Arbys |
Additional Information About the Merger and Where to Find It
In connection with the proposed merger, Triarc filed a Registration Statement on Form S-4 on June
2, 2008 with the SEC (Registration No. 333-151336) that includes a preliminary joint proxy
statement of Triarc and Wendys and that also constitutes a preliminary prospectus of Triarc.
Triarc filed Amendment No. 1 to Form S-4 with the SEC on July 11, 2008. Before making any voting
decision, Triarc and Wendys urge investors and security holders to read the definitive joint proxy
statement/final prospectus regarding the proposed merger when it becomes available because it will
contain important information. Triarc and Wendys each will mail the definitive proxy
statement/final prospectus to its stockholders. You may obtain copies of all documents filed with
the SEC regarding this transaction, free of charge, at the SECs website (www.sec.gov). You
may also obtain these documents, free of charge, from Triarcs website (www.triarc.com)
under the heading Investor Relations and then under the item SEC Filings and Annual Reports.
You may also obtain these documents, free of charge, from Wendys website (www.wendys.com)
under the tab Investors and then under the heading SEC Filings.
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Triarc, Wendys and their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from Triarc and Wendys stockholders in favor of
the stockholder approvals required in connection with the merger. Information regarding the persons
who may, under the rules of the SEC, be considered participants in the solicitation of the Triarc
and Wendys stockholders in connection with the stockholder approvals required in connection with
the proposed merger is set forth in the proxy statement/prospectus contained in the
above-referenced Registration Statement on Form S-4, as amended. You can find information about
Triarcs executive officers and directors in its Amendment No. 2 to its Form 10-K filed with the
SEC on April 25, 2008. You can find information about Wendys executive officers and directors in
its Amendment No. 1 to its Form 10-K filed with the SEC on April 28, 2008. Additional information
about Triarcs executive officers and directors and Wendys executive officers and directors can be
found in the above-referenced Registration Statement on Form S-4, as
amended. You can print
copies of these documents from www.wendys-invest.com and
www.triarc.com.
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